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Otonomy Inc. 2021 Proxy Statement

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Otonomy Inc. 2021 Proxy Statement OTONOMY, INC. Dear Stockholder: I am pleased to invite you to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Otonomy, Inc. (“Otonomy”), which will be held on June 22, 2021 at 8:00 a.m. Pacific Time. The Annual Meeting will be conducted virtually via live webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/OTIC2021, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card. The attached Notice of Annual Meeting of Stockholders and proxy statement contain details of the business to be conducted at the Annual Meeting. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to change your vote or revoke your proxy, even if you have previously submitted your proxy. On behalf of Otonomy, I would like to thank you for your continued support. Sincerely, David A. Weber, Ph.D. President and Chief Executive Officer OTONOMY, INC. 4796 Executive Drive San Diego, California 92121 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Time and Date June 22, 2021 at 8:00 a.m. Pacific Time The Annual Meeting will be a completely virtual meeting of stockholders, to be conducted via live webcast. Place You will be able to attend the Annual Meeting virtually, submit questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/OTIC2021. Items of Business • To elect two directors from the nominees described in this proxy statement. • To approve, on a non-binding advisory basis, the compensation paid to our named executive officers as disclosed in this proxy statement. • To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021. • To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. Record Date April 23, 2021 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. Proxy Voting IMPORTANT Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card will save the expenses and extra work of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 22, 2021. Our proxy statement and Annual Report to Stockholders are available on our website at http://investors.otonomy.com in the Financial Information section of our Investor Relations webpage. By order of the Board of Directors, Paul E. Cayer Chief Financial and Business Officer San Diego, California April 28, 2021 The date of this proxy statement is April 28, 2021 and it is being mailed to stockholders on or about May 6, 2021. TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 1 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 7 Nominees for Director 7 Continuing Directors 8 Director Independence 9 Board Leadership Structure 10 Board Meetings and Committees 10 Audit Committee 10 Compensation Committee 11 Corporate Governance and Nominating Committee 11 Compensation Committee Interlocks and Insider Participation 12 Considerations in Evaluating Director Nominees 12 Stockholder Recommendations for Nominations to the Board of Directors 13 Communications with the Board of Directors 13 Corporate Governance Guidelines and Code of Business Conduct and Ethics 13 Role of the Board in Risk Oversight 14 Director Compensation 14 PROPOSAL NO. 1 ELECTION OF DIRECTORS 16 Nominees 16 Vote Required 16 PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 17 Vote Required 17 PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 18 FIRM Fees Paid to the Independent Registered Public Accounting Firm 18 Auditor Independence 18 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered 18 Public Accounting Firm Vote Required 18 AUDIT COMMITTEE REPORT 19 EXECUTIVE OFFICERS 20 EXECUTIVE COMPENSATION 21 Overview 21 Summary Compensation Table 22 Outstanding Equity Awards at Fiscal Year-End 2020 23 Executive Employment Agreements 24 Equity Compensation Plan Information 26 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27 RELATED PERSON TRANSACTIONS 29 OTHER MATTERS 30 Section 16(a) Beneficial Ownership Reporting Compliance 30 Fiscal Year 2020 Annual Report and SEC Filings 30 Company Website 30 PROPOSALS OF STOCKHOLDERS FOR 2022 ANNUAL MEETING 31 OTONOMY, INC. PROXY STATEMENT FOR 2021 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 8:00 a.m. Pacific Time on June 22, 2021 This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at our 2021 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on June 22, 2021 at 8:00 a.m. Pacific Time virtually via live webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/OTIC2021, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number on your proxy card. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares. Why am I receiving these materials? The board of directors is providing these proxy materials to you in connection with its solicitation of proxies for use at Otonomy’s Annual Meeting, which will take place on June 22, 2021. Stockholders are invited to virtually attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement. This proxy statement and the accompanying proxy card are being mailed on or about May 6, 2021 in connection with the solicitation of proxies on behalf of the board of directors. What proposals will be voted on at the Annual Meeting? There are three proposals scheduled to be voted on at the Annual Meeting: • the election of two Class I directors to hold office until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified; • the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers as disclosed in this proxy statement; and • the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. At the time this proxy statement was mailed, our management and board of directors were not aware of any other matters to be presented at the Annual Meeting other than those set forth in this proxy statement and in the notice accompanying this proxy statement. How does our board of directors recommend that I vote? The board of directors recommends that you vote: • FOR the election of each of the two directors nominated by the board of directors and named in this proxy statement as Class I directors to serve for a three-year term; • FOR the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers as disclosed in this proxy statement; and • FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Who is entitled to vote at the Annual Meeting? Holders of our common stock at the close of business on April 23, 2021, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 56,618,092 shares of common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors. The shares you are entitled to vote include shares that are (1) held of record directly in your name, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. 1 What is the difference between holding shares as a stockholder of record and as a beneficial owner? Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with EQ Shareowner Services, our transfer agent, then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed onn the proxy card or to vote during the virtual Annual Meeting. Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the Record Date, your shares were held, not in your name, but rather in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or other nominee provides.
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